Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

Amendment to Securities Purchase Agreement

On January 9, 2025, Cyclacel Pharmaceuticals, Inc. (the "Company") amended its Securities Purchase Agreement (the "Purchase Agreement") with David E. Lazar (together with the Company, the "Parties"), by entering into an addendum to the Purchase Agreement (the "Addendum") to correct an inadvertent error in the original Purchase Agreement. The Addendum rectified that mistake by correctly stating the intent of the parties, which was that, pursuant to section 2.3(a)(v) of the Purchase Agreement, Mr. Lazar has not been appointed as a member of the board of directors of the Company (the "Board") and will not be appointed as Chairman of the Board. Mr. Lazar only had the right to appoint one (1) member of the Board, which was David Natan, who has been appointed chairman of the audit committee of the Board.

Except for the Addendum, all other terms of the Purchase Agreement and exhibits thereto remain unchanged and in full force and effect.

A copy of the Addendum is filed as Exhibit 10.1 to this Form 8-K and is incorporated by reference herein.